Teenager Greg Arkin, who lives alone with his mother Mrs. Arkin, collects insects in his home. After arguing with his mother, he puts the insects in his car and has an accident on the road, and is attacked by the insects. He has a metamorphosis, becoming a powerful insect. He kills his mother and he chooses Lana Lang to be his mate for procreation purposes. In the end, Clark saves Lana from Greg's cocoon.
Bug-lover Greg has an accident involving meteor rocks and his own insect collection, giving him creepy insect characteristics and powers. Lana is endangered when Greg decides that she is the perfect mate to start a colony.
- A young bug collector finds that his insects are induces by a strange sort of glowing-green toxin, found on their bodies and on the rocks on which the insects live. The toxin causes the insects to go haywire on the boy, causing the boy to live and think like an insect. For the second time ever, Clark Kent saves the day, a scene seen many times to come.
Episode 2 Metamorphosis
Outside Nell's house someone is in a tree, watching Lana (Kristen Kreuk) through her bedroom window as she drops her wrist corsage into a drawer. Lana discovers a square gift box tied with thin blue ribbon on her bed and opens it; multi-coloured butterflies fill her room to her delight. Her watcher records her reaction on a camcorder, and, satisfied she liked her present, walks away, getting into his VW Beetle to drive home.
Greg Arkin (Chad Donella) spotty and bespectacled face peers around the front door of his home to find his mother, Mrs Arkin, (Gabrielle Rose) viewing recordings he made of Lana and Whitney together. She greets him with, 'Is this what you do with your time now, Greg?' He asks her where she got them from and she tells him from that hole he calls a room. He's indignant and says she had no right. She suggests he has a lot of nerve talking about privacy. She is disgusted, reminding him that she is in the gardening club with Nell and asks how she can face Lana's aunt when she knows her son is creeping around video-taping her niece. She asks him where he's been that evening and he says collecting. She then rants about both disgusting habits, telling him she's had it with his behaviour and threatens, 'I'll be calling Claremont Military Academy first thing Monday morning'. Greg shouts, 'Hey, whos gonna take care of my bugs?'He decides to leave and picking up his favourites, brilliant green flying insects in a glass jar, he shakes it promising he will take them somewhere safe. With his collection in the car he speeds off and when he hits a large bump in the road he swerves before regaining control. This tips the jar onto the floor smashing it; causing the insects to swarm angrily and they attack him. He swats them as they bite/sting and loses control, crashing into a tree; an eerie green light shines through windscreen and hes heard screaming, 'No! No!' The following morning, a fly crawls over the shattered remains of his glasses as his Mom knocks on his bedroom door. She opens the door but is puzzled to find his room is empty. What she fails to see is Greg, stuck to the ceiling, facing downwards as he watches her.
Zooming over Smallville in the dark Clark (Tom Welling) floats into Lana's bedroom and hovers over her bed, with Lana (Kristen Kruek) fast asleep below him. She opens her eyes and tells him, 'It's all your fault, Clark,' then closes her eyes again. Clark hears his mother calling him to get up, reminding him that he hasn't done his chores and they have fifteen minutes before they are due at the Farmers Market. As he loses his concentration he has a brief realisation that he is actually floating, before he falls onto his own bed which collapses; first at the foot and then, seconds later, the head end.
At the local fair, Clark, after checking no one is watching, pushes a nail in with his thumb to secure a sign on their stall, as he prepares it for their farm produce. Chloe (Allison Mack) spots Lana and Whitney (Eric Johnson) and calls out, 'All hail to the homecoming King and Queen!'. Whitney (Eric Johnson) walks over with Lana, who mentions that she didn't see Clark at the homecoming dance the previous night. He responds that he was a little tied up as he glances at Whitney. Lana catches the look on both their faces then Jonathan (John Schneider) praises Whitneys performance at the last game. Not wanting to be near Whitney, Clark says he's going to the truck to unload. After telling Jonathan he'll help, Whitney follows Clark. As he catches up with Clark he insinuates that last night was just a joke then insists he needs Lana's necklace back. Clark answers that he doesn't have it. When Whitney states it is Lana's favourite he tells Whitney with contempt that he had better go out to the cornfield and find it.
Lana is admiring a butterfly wind chime when Greg stands close behind her, saying how beautiful the chime is. She turns to face and him and comments that she didn't recognise him without his glasses, (his hair is slicked back and all the spots have gone too) and he tells her that butterflies live only eight hours. Lana jokes that they live fast and die young, the rock stars of the insect world. He asks her if she will help him with their Lit paper. She asks if it is giving him 'brainfreeze', agreeing to go to his house after school. Whitney comes over to tell Lana that her aunt is looking for her and stays to warn Greg off tailing his girlfriend, calling him 'Bugboy'. Greg asks if he's afraid of the competition. Whitney responds that they are not in competition but if he finds out Greg has been leaving butterflies in his girlfriends bedroom, Greg will know about it. After he's gone Greg says out loud to himself 'sometimes you're the windshield, sometimes you're the bug'. As Clark watches Whitney and Lana kiss before Whitney drives off, Lex (Michael Rosenbaum) saunters over and tells Clark he can't knock his taste in women before he asks Clark what happened the night before. Clark dismisses it as a stupid prank, but Lex persists, reminding him that he was tied to a stake and left in a field; continuing that even the Romans saved that for special occasions and Clark could have died out there. Clark tells him he appreciates Lex's help but he just wants to forget the whole thing. Jonathan comes over and asks what the hold-up is. Lex extends his hand and Jonathan shakes it then leaves after reminding Clark that he needs to help finish up. Lex is pleased that he at least got a handshake this time. Lex takes a bite out of an apple he took as he watches Lana walk past. He throws the rest of the apple into the back of the truck.
Whitney is heading home listening to the radio in his truck when he feels something land of the roof. Greg has leapt from a tree as he passed below and begins pounding on roof until it buckles and the passenger window shatters, causing Whitney to lose control. The truck rolls on its side and skids along the highway, leaving Whitney trapped, unconscious, inside. Greg watches until he realises another truck is coming. By the time Martha, Jonathan and Clark see Whitney's car he's gone. Jonathan skids to a stop. While Jonathan frees his fire extinguisher, Clark rushes over and releases Whitney, just as leaking fuel ignites. Martha and Jonathan watch in horror as, on the other side of the truck Clark is engulfed in flame as Whitney's truck explodes. They find him huddled in the middle of the road, his jacket smoking. When Jonathan touches Clark's jacket, burning his hand, Clark raises his head and they realise he's sheltering Whitney. Whitney stirs.
Back at the farm, as Clark looks at his arm, Jonathan gives Clark an update on Whitney, who has a couple of cuts and bruises but nothing serious. Clark asks if he remembers anything, and Jonathan reassures him that all Whitney remembers is something smashed his truck then he woke up in the ambulance. Clark asks his Dad to have a word with his Mom as he really freaked her out. Jonathan tells him he also made her really proud. Clark then tells Jonathan about his experience that morning, finding himself floating above his bed and that when he woke up he crashed onto his bed. Jonathan repeats 'floating' and tells him, 'When you break the laws of gravity we're definitely in uncharted territory'. Clark asks what's happening to him. Jonathan tells him that as his father he should have all the answers, and it kills him that he doesn't, but he has to have faith and they will figure it out together. Clark responds, 'But this is happening to me and I'm scared!'
At the mansion, Lex stands in front of a window holding Lana's necklace up to the light. He then puts it inside a box and closes the lid.
Lana rides her horse across a field and into the stables. Lex is waiting for her and suggests that she might want to check the horse's shoes. He introduces himself and she says they have met. He says he would remember her so Lana recalls a day when she was ten, and was in Metropolis for a competition. She and Nell were invited by his father to stay with him, and after being told they had an indoor pool she went to check it out and found Lex and a girl skinny dipping, she recalls that she thinks Lex was teaching her the breast stroke. Lex remembers the incident and shows surprise then comments that she is all grown up now. Lex sees a display cabinet of her competition photos and trophies and spots a photo of her wearing her pendant and asks her where it is. She tells him she lent it to her boyfriend. He asks what her boyfriend's name is and after she tells him it's Whitney, he mentions that like Whitney he was saved by Clark. Lana tells him that she visited Whitney before the game to give him the necklace. She acknowledges it was lucky that Clark was there to save Lex. He says he knows the feeling then queries if she is with the wrong guy as one chucks footballs while the other saves lives. Lana is not impressed, saying that for someone new in town he has a lot of opinions. Lex suggests that while she is nursing her boyfriend back to health she should ask him what he was doing just before the big game. She says he was with her, but it has made her suspicious.
Greg's mother enters her house to find the temperature is 103 degrees Farenheit. She heads upstairs to his bedroom and finds his room is covered in cobwebs and cocoons. He stands in front of her bare-chested, his hair wet and slicked back. She asks what the hell has gotten into him. He replies 'about 2 million years of intelligence and instinct'. She insists he stops it right now. He tells her its too late for that; that nature will take its course: first he will eat then he will moult and then he'll mate. She tries to pass him and he puts his hand across the door-way to block it. He goes on to tell her about the Pharaoh spider that kills its mother and eats her. He turns his back on her, moves his head from side to side then turns round and opens his mouth wide.
At the mansion, Lex finds Clark admiring his war-games layout and asks him if he saved any lives on the way over. Clark smiles as he turns round to face him and Lex continues that he could make a career of it. Clark apologises that his parents gave Lex a hard time, and he jokes that if push came to shove he would have arm wrestled them for it. Clark asks if he is planning an invasion and Lex says his father gave it to him when he was nine. Clark thinks its a cool gift. Lex tells him that it wasn't a gift, it was a strategy tool. He tells him that the battle of Troy started because two men were in love with the same woman, a little like him and the Quarterback, and that's why he strung Clark up in the field. Clark feels the war is already lost. Lex says this is only one battle and that Lana is not as infatuated as he may think. Clark reminds Lex that Whitney is the Captain of the football team and the whole town treats him like a god, game over. Lex suggests that if Clark hadn't pulled him out of the truck all his problems would have been solved. Before Clark comments, he tells him he is kidding and tells Clark he has a Trojan horse for him and picks up a small black box and opens it. Clark immediately feels ill and backs away slightly, but not before he's seen Lanas necklace inside. Lex is concerned and asks if he is ok. Clark assures him he's fine. Lex closes the box and moves towards Clark. To change the subject Clark comments that it's a cool box and asks what it made of. Lex tells him the legend of the box; that it is rumoured to be made from the armour of St George, the patron saint of boy scouts, and that his mother bought it in a casbah in Morocco and gave it to him before she died. Lex offers it to Clark but Clark refuses to take it. Lex asks him pointedly what it is about the Kents and gifts. Lex holds it out to Clark, and as Clark reluctantly takes,it. he tells him to give it to Lana and tell her what happened. When she opens it she will love Clark for it. With the necklace he will hold the power and all he has to do is use it.
In the corridor at school Lana challenges Whitney over where he was before the game on Saturday. He asks if they can talk about it later, but Lana insists that it's a simple question. He says he was training. Scornfully she asks, 'So you didn't grab Clark and hang him up in a field?' He defends himself by saying it was a prank. She demands her necklace back. He is forced to admit he lost it. She asks if he was planning on telling her or if that was a prank too. As she storms away, Greg intercepts her and reminds her he's been waiting for an hour for her to help with the English paper as she promised. She apologises and tells him that something really important came up and that she will do it another time. He accuses her of blowing him off for her boyfriend. She says she has to see Clark. He accuses her of wanting to spend time with Clark, and that he is more important to her than Greg is. She apologises and says she cannot talk about it right now as she has to go. She walks away.
Clark has taken the box out to school field and opens it experimentally. With his hand so near he can feel the effect, his skin taking on a green tinge as it swells and subsides like something moving under it. He shuts the box and it stops instantly. He returns home and finds Lana looking through his telescope in his loft, but instead of giving the box to her he quickly conceals it under a piece of material then continues up the stairs. When she praises his loft he confides his father built it for him and calls it his 'Fortress of Solitude'. She is standing by the telescope when she asks if he knew he could see her house from his loft. He feigns ignorance by being surprised, and subtly moves its position. He states that they only live a mile apart but she has never come over. She guesses that he wants to know why she's come over now. He tells that it's not that he doesn't enjoy her company but yes. She says she's found out about the whole 'scarecrow' thing and she's come to apologise on behalf of Whitney. He tells her, 'Theres no need, it wasn't your fault'. She then says that, 'Lex dropped the breadcrumbs and I followed the trail'. She explains that shes lost her favourite necklace and that her aunt Nell had it made for her from the meteorite that killed her parents. Nell gave it to her on the day that she officially adopted Lana. Clark has perfect opportunity to return necklace but shoves the box in drawer.
Greg's in the shower and sloughing off large lumps of skin into shower tray.
That night Jonathan and Clark are in the barn when Clark hears a noise like insects chirruping before he is attacked by something. When Jonathan goes up into rafters to look, he gets pushed and falls; heading straight down onto the sharp blades of the thresher they were re-assembling. Clark breaks his fall by leaning backwards over the blades, taking the full brunt of Jonathans landing. As Jonathan, then Clark stand up, Jonathan surveys the bent blades and asks, 'What just happened?' They discuss what could have attacked them and Jonathan says, 'Kids don't leap off ceilings and attack people'. Clark focuses torch on ceiling and they see green goo attached to underside of roof. 'Then how do you explain that?' He then tells his father about Chloe's 'Wall of Weird'. Jonathan responds, 'This is as out-there as it gets'. Martha joins in with, 'This coming from a man who's had a spacecraft in his cellar for 12 years'. When Clarks suggests that this has something to do with the meteor shower and he's to blame, Jonathan tells Clark that this probably has more to do with the Luthor fertiliser factory pumping out poisons for past 12 years. He goes on, saying that Clark is not responsible for meteor shower as he had no control over it. Clark asks how he can make the feeling go away and is told by Jonathan that he can't, and that's what makes him human.
Chloe, Pete (Sam Jones III) and Clark meet up and Clark tells them about the attack and that he and Pete should go to Greg's. Chloe, feeling left out says, 'I hate it when you do that'. Clark asks, 'What?' 'Shut me out like that, like you've outgrown me'. Clark jokes, 'I'll never outgrow you other than vertically'. Pete then tells Chloe about when he and Clark were kids and went to Greg's to play in the tree house Greg's father built, and that Clark would not go into it as he was scared of heights. Clarks denies it, saying he didn't think it was structurally sound. All three arrive outside Greg's house and look through window but see no sign of life. They gain entry through an open window and find remains of Greg's mother upstairs, cocooned in spider silk. They realise that having fed, Greg is following spider behaviour and will soon mate and his target is Lana.
Greg finds Lana with Whitney in stables at Nell's. Greg sends Whitney sailing through the air. He hits the rear wall of stall and is out cold. Greg kidnaps Lana, taking her to tree house. Clark arrives at stables just as Whitney emerges from stall. He guesses where Greg would take Lana and gives Whitney instructions to find tree house. Whitney takes his eyes off Clark to start the car, telling him he'll drive. With head down Whitney apologises to Clark for the scarecrow incident but when he looks up Clark is nowhere to be seen.
Reaching the tree house Clark climbs up, finding Lana cocooned and Greg waiting for him. They fight and fall to the ground, Greg then leading the way to an abandoned warehouse nearby. Clark feels the now familiar weakness and pain associated with being in close proximity to meteor rocks and is unable to fight Greg, being tossed about like a rag doll, ending up inside what seemed to be the remains of a container. Greg taunts him, saying, 'You haven't changed since we played around here as kids. You still get sick'. Clark suddenly finds his strength return and realises the walls must be made of lead and are protecting him. Greg swoops in and Clark sends him hurtling back out to land next to a chain. In an effort to get up Greg grabs the chain, Clark yells, 'No, Greg!' as he pulls a large scoop down on top of himself and gets crushed. Hundreds of black spiders come scuttling out from under and around the scoop and scatter. Clark returns to tree house but Whitney has rescued Lana from cocoon, much to Clark's dismay.
Under cover of darkness, Clark approaches Nell's front door and prepares to open the box. Hesitantly he lifts out the pendant, his hand showing the effects. Lana, having heard something, calls out, 'Whitney?' before opening the door. She steps out onto porch and looks around but seeing nothing turns to go back in and spots the pendant swinging from the handle. She smiles as she removes it and goes indoors. Clark watches from the cover of Hickory Lane, then turns and starts walking home.